This Masquerade
by Jill Dorchester
Summary: CC gets more than she expects when she assists Niles in carrying out a charade.
1. Chapter 1

"Make sure this list is at the Will Call office no later than 5:00 Sunday night," Fran told the theater's assistant manager for the third time.

"Yes, ma'am," he said without rolling his eyes.

"Thanks for driving me here, Niles," Fran said as she and the Sheffield's butler exited the theater.

"I had some marketing to do anyway," Niles said as they stepped outside. "But I don't understand why you couldn't have just faxed that VIP list."

"Well, first of all, I volunteered to make sure the list got there, to help out Max. He was so reluctant to fly to London, what with this opening coming up and all. I wanted to show him I could be responsible. And Miss Babcock was so busy with the last-minute arrangements, floral arrangements for the dressing rooms and yada, yada… Anyway, what do I know from fax machines? Could you just imagine what would happen if I accidentally sent Maxwell's VIP guest list to the Farmer's Market?"

"Well," Niles said, slightly miffed, as he handed the valet the ticket for the Town Car, "I was going out anyway, I could've just as easily dropped it off…"

"Oh, Ni-yules," Fran soothed him as she brushed his hair back, "you know I trust you. But I'm feeling a little stir crazy these days, I needed to get out and about."

"I thought pregnant women had a nesting instinct," he replied.

"I think that comes later," she said, "I'm only four months along, you know."

"Niles? Is that you?" A voice behind them made the couple turn around.

Niles watched as a 40-ish plump woman, wearing a fur coat, approached. Her hair was graying a little in the front, and there were a few lines in the face, but he recognized her. "Katharine?"

"Oh my, I _thought_ that was you!" She lunged forward and briefly embraced him, kissing him on both cheeks.

"Katharine," Niles repeated, his head spinning. "Whatever are you doing in New York?"

"My husband and I are here on holiday! What a surprise! I never dreamed you were still working here, I thought certainly by now you'd be working somewhere in London as a successful barrister…."

Niles ignored the dig for the moment, and instead inquired gently, "Your husband?"

"Yes," she looked over her shoulder. "Here he comes now. He was at the box office, buying us tickets for a show…" A rather plain-looking middle-aged man approached. His hairline was receding, and his cheeks seemed redder than the winter air warranted.

"Johnny, dear, please come meet a dear old friend of mine," Katharine said to the man. Then, to Niles, "This is my husband John McCorquordale. Actually, the 8th Earl McCorquordale. Johnny, this is Niles; we worked together long ago…"

"Aye, you're a butler, then?" Johnny said, extending his hand.

"He _used_ to be!" Fran replied, before Niles could respond. "He's now a successful theatrical agent."

"And you must be his…lovely wife…?" Katharine asked.

"Oh, where _are_ my manners," Niles mumbled, completely befuddled. "This is Mrs. Fran Sheffield, she's…"

"The wife of Niles' partner," Fran interjected. "My husband is a Broadway producer, and he and Niles have worked together for years."

"Oh, how lovely," Katharine stammered. She seemed to be taken aback to find out that Niles was no longer "in service." "Too bad you never found the right woman…" she said, glancing at his left ring finger.

Before Niles could say anything, Nanny Fine jumped in once again. "Whadya talkin' about? He's happily married, and to a beautiful blonde!"

"Well," Niles said uncomfortably, trying to end the encounter, "it certainly was lovely to see you again, Katharine…"

"But Niles," she interrupted, "We _must _get together, and reminisce, and catch up with each other. And of course, we'd love to meet your wife. We'll be in New York for the next three days. When is convenient for you?"

"Ummm," Niles stalled, his brain racing madly, "why don't you come to my house tomorrow night for dinner?" Even as the words left his lips, he regretted them and wondered what in the world he was doing.

"That sounds just scrumptious," Katharine said, without consulting her husband. He just stood by and nodded obediently. Niles hastily scribbled down the address of Maxwell's house, and dinner was scheduled for 8PM the next day.

"Happily married? Beautiful blonde!" Niles shouted at Nanny Fine as they drove back home. "What on earth were you thinking?"

"I'm sorry," Fran said contritely. "But she annoyed the hell out of me. Who does she think she is? Lording her life over you. Just because she's married to the Duke of Earl. Did you notice that that was a faux fur coat?"

Niles smiled in spite of himself. "She's married to an Earl, not the Duke of Earl. And I know from experience that a title doesn't always guarantee financial security. I don't particularly care about that now, what I'm worried about is tomorrow. Why on earth did I invite them over? What was I thinking?"

"Calm down," Fran soothed him. "Max is out of the country, and Grace is spending the weekend at her friend's house on Martha's Vineyard. We'll have the house to ourselves."

"But what about this blonde wife of mine? Are you thinking of having Val bleach her hair between now and tomorrow?"

He pulled the Town Car into the Sheffield garage and they carried their parcels into the kitchen. "Well," Fran admitted, "I may have put my foot in it on that point… But that Kathy lady really irked me! So when I mentioned your wife, I was kinda thinkin' of…Miss Babcock…" Fran literally closed her eyes and ducked as she finished her sentence.

Niles wheeled around from the sub-zero. "Miss Babcock! Have you just completely lost your mind?"

"Well," Fran defended herself, "she _is_ blonde, and she can maybe be negotiated with…."

Niles sighed as he put away the last of the groceries. Talk about being stuck between a rock and a hard place. Or, more appropriately, between the Iron Maiden and Chinese Water Torture. But the die had been cast, Katharine and her husband were coming over expecting to meet his wife. He had little choice but to approach the Ice Queen with a proposition of some sort. He shuddered to think at what he'd have to offer in exchange for her participation.

C.C. Babcock strode into the Sheffield house the next morning with her usual air of confidence and disdain. She headed towards Maxwell's office and barked over her shoulder, "Tea with lemon, Hazel."

Niles stood outside of the office door with tray in hand for several minutes, mustering up his courage. He finally stepped inside, and then served C.C. with a flourish.

"How are you this fine morning, Miss Babcock?" he asked as he poured milk into her cup.

"How am I? How are _you_? Are you hungover or something that you even bother to ask? Or did you break some priceless piece of sculpture while dusting?" She cocked a skeptical eye at him.

"Just making conversation," he mumbled as he turned and started to leave the room. He stopped in the doorway and turned around. He walked back to stand in front of C.C. as she sat on the sofa.

"Miss Babcock, may I have a word with you?"

"If you actually know a word, sure, go ahead. Need a thesaurus?"

Niles literally bit his tongue and refrained from making a snide comeback. "I have….a…. a bit of a problem, and I'd like to enlist your help."

C.C. started to say something, but he cut her off. "I'm prepared to pay whatever price you command. I'll be your personal servant, I'll refrain from any cutting remarks, I'll clean up after Chester. You name it."

C.C. sat upright with attention and scooted forward on the sofa. "Go on, Butler Boy."

Niles closed his eyes and sighed so heavily his shoulders heaved. "I happened to meet an old acquaintance of mine today, and through no fault of my own, she has been led to believe that I'm not only married, I'm also a successful theatrical agent."

C.C. was almost literally licking her lips with the delicious irony of it all. "And…?"

"And…I'd be most obliged if you'd participate in this charade and pretend to be my wife for just one evening. They're coming here for dinner tomorrow…" He looked at his feet as he spoke.

"And, pray tell, why on God's green Earth should I deign to help a Toilet Duck?"

Niles finally looked up and met her eye to eye. "I don't know. There's no 'should.' Truth be told, I wasn't the one that initially created this charade. But once it started, I found it hard to reveal the truth. You see, this girl was once a maid…and I happened to bump into her today, and she's married to an Earl, and…." his voice drifted off, as did his glance.

"How did you know her? An old girlfriend?" C.C. didn't even know why she cared; the question burst forth before she could stop it.

Niles looked up at her and sighed. "Sort of. She was a maid back when I was working in service for the Duke of Salisbury. There was…an attraction….but she eventually told me that her sights were set higher…she didn't want to marry a butler…."

C.C. was silent for a moment. She felt a stab of guilt to her heart. For some unknown reason, she was angry at this woman who would turn down Niles just because he was a butler. Yet, didn't she herself feel the same way…? But Niles was such a decent, intelligent, funny, handsome man… How could any woman not see what a "catch" he was. But not for a Babcock. Oh, thoughts, go away, she silently told her brain.

"So she's married to an Earl? That makes her a so-called Lady?" C.C. asked.

"Technically, yes," he replied.

"Well," she drawled, considering the situation, "there's nothing better I like than showing someone up. She thinks she's something other than else? We'll show her what class and style really are."

"You mean…?"

"Yes, I mean. Of course, you'll owe me Big Time, Butler Boy, and I haven't decided quite how yet. But I will call in that promissory note one day soon, no doubt about that."

"Thank you, thank you, Miss Babcock," Niles said, awkwardly reaching out and shaking her hand. "Whatever I can do…"

"Well, for starters, you'd better get used to calling me C.C. in front of your friends," she advised. She started mentally checking off a "to do" list. "If you don't have an Armani suit, get one of Maxwell's out of the closet. I know you invited them to dinner here, but we'll make excuses and take them out to Lutece. We can't have you driving, so I'll make arrangements for a limo and driver…" Her voice drifted off as she started making notes in her Day Planner. Niles smiled inwardly; this was the C.C. Babcock he knew; confident, decisive, in charge. He breathed a silent prayer that the next evening would go well, and that he wouldn't later be forced to, say, dress like Little Bo Peep for Miss Babcock in repayment…..


	2. Chapter 2

C.C. rang the doorbell at the Sheffield mansion.

"Oh, Miss Babcock, you look FABulous!" Fran Fine exclaimed, her voice cracking on the high note as she opened the door.

"Nanny Fine, what on Earth are you doing here?"

"I just wanted to make sure Niles had everything under control," Fran said. "I'm on my way to Val's place, don't worry, I'll be gone before your guests get here."

"I should hope so," C.C. huffed as she walked over to the bar and poured herself a scotch. Under control, indeed, she thought to herself. Niles has been dressing himself for years; Fran is just being her usual nosy self.

"I'll just go up and check on Niles," Fran excused herself and dashed upstairs as quickly as pregnant woman could.

"Pssst, Niles," she hissed, knocking on his door, "Miss Babcock is here."

He opened the door and then returned to nervously straightening his tie in the mirror. "Which pocket square goes better…." he mumbled to himself, stuffing one then another in his front pocket.

"You'd hardly recognize her, I didn't know she could actually dress like a woman. The maroon one," Fran was babbling and offering fashion assistance at the same time. "Turn around, let's get a look at you."

Fran whistled approvingly. Niles looked quite dapper indeed in one of Max's cast-off dark blue Anderson & Sheppard suits that he'd had re-tailored few years ago. A crisp white Turnbull and Asser shirt and maroon and blue striped Hermes necktie completed the outfit.

"Well, zero hour, I guess." Niles heaved a great sigh and headed for the stairs.

"Sheesh, I've seen Death Row inmates walk a corridor with more enthusiasm," Fran commented as she followed him.

Niles descended the stairs and paused on the bottom step. His breath caught in his throat when he glimpsed C.C. standing by the bar. She was wearing a vibrant blue silk Chanel cocktail dress that hugged her curves. It was gathered at the waist with a bejeweled logo pin. The blue of her dress so brought out her eyes that Niles almost didn't notice the diamond and pearl earrings she wore or the navy blue Maud Frizon shoes on her feet. Her hair was long and loose like a shiny blonde waterfall.

C.C. noticed him standing there as she was about to refill her glass. "Don't just stand there, Hazel, get over here and have a drink and relax. Those beads of perspiration on your forehead are bound to give you away otherwise."

Niles sidled up to the bar nervously and accepted a glass from her.

"You, um," he took a quick sip. "You look lovely, Miss Babcock."

"C.C., remember? That's if you care to put on a convincing performance tonight. Oh, and by the way, you clean up pretty nicely yourself."

Niles threw back the rest of his drink in one gulp, something totally out of character for him. But he was as nervous as a schoolboy. He was sure that C.C. could hear his heart pounding right through his chest.

"Oh!" C.C. said suddenly, and rummaged through her Yves Saint Laurent evening bag. She produced an American Express Platinum Card. "Here," she said, handing it to him.

Niles reached out a hand questioningly.

"To pay the bill tonight," C.C. said impatiently. "Make sure you flash it long enough so that they see it's a Platinum Card, but quickly enough so they don't see the name on it."

"Why, um, thank you, Miss, er, C.C." Niles slipped the card into his wallet. She'd thought of everything. He was secretly impressed. And relieved. Perhaps tonight wouldn't be a total disaster after all.

"It looks like you two have everything under control, so I'll just be – " Fran's farewell was interrupted by the doorbell.

"I'll get it," Fran sang out, heading for the door.

"No!" Niles burst out. "They've seen you, remember? Besides, they think this is _my_ house."

"Why don't you just stay out of sight until we leave?" C.C. suggested to Fran. Fran reluctantly scurried out of the room and into the bathroom just below the stairs.

"Take a deep breath, Broom Hilda," C.C. admonished Niles as she walked to the door. She opened it with a flourish. "Why, hello, hello! I hope you didn't have trouble finding the place?" She ushered Katharine and Johnny into the living room.

"Oh, no, not at all," Katharine assured her. "The cabbie knew the address straight away."

Niles stepped forward and shook Johnny's hand and discreetly kissed Katharine's cheek. "I'd like you to meet my wife, C.C. Darling, this is my dear friend Katharine, and her husband John, the Earl McCorquordale."

C.C. extended her hand and mouthed pleasantries before adding, "You'll have to excuse our lack of hospitality tonight, but we always give the staff the weekends off. Niles thought that you might enjoy dining at Lutece…?"

C.C. was silently pleased with the look of amazement that passed across Katharine and Johnny's faces. She'd correctly presumed that, as tourists, they'd read the various city guides and were well familiar that Lutece was one of _the_ most exclusive restaurants in the city.

Niles read C.C.'s expression and plunged into the masquerade. "That is, of course, if you don't mind dining out? I'd forgotten, when I extended the invitation that the staff would be off."

"Lutece is fine," Johnny and Katharine stumbled over each other in affirmation.

"Well, normally we'd offer you an aperitif," C.C. said apologetically, "But I was only able to get a reservation for four at 8:00, so we unfortunately have to leave rather quickly. I hope you don't mind a limousine…" she threw over her shoulder, knowing full well how pompous it sounded. She was loving every minute of it; there was nothing quite like lording one's wealth over peons. How easily they were impressed.

The quartet piled into the waiting car and drove to the restaurant. Their table was waiting, and they relaxed over cocktails. "So, C.C.," Katharine said, slightly tipsy after wine in the limo and a gin and tonic at the restaurant. "I notice that you and Niles aren't wearing wedding rings…?"

C.C. felt Niles stiffen at her side, but she was unfazed. "They're at the jeweler," she explained. "Our anniversary is next week and we decided to have our rings engraved, since we didn't have time to do it before we got married."

Niles joined in the fabrication. "Yes, I must admit that I rather surprised C.C. with my proposal. I had no idea whether she'd be game enough to take me on," he paused and smiled at C.C. "So I didn't have her rings engraved at the time just in case…" he finished the sentence with what he hoped was a convincing chuckle.

The food arrived then, and the conversation switched to harmless topics, such as the sights the McCorquordales had seen during their visit. No one had room for dessert, and while they sipped their after-dinner coffee, Katharine excused herself to go to the ladies' room.

"Do you think you'll be returning to New York any time soon?" Niles asked John.

"Not unless we win another sweepstakes," Johnny chuckled.

"Excuse me?" C.C. asked.

"Didn't Katharine tell you? We won this trip in a competition. Bought some raffle tickets. We could never afford to stay in a city like this on our own." He laughed, shook his head, and sipped his coffee.

"But, your estate – " Niles began.

"Niles, old boy, you've worked with the aristocracy in England. Surely you must know the tax situation. When I inherited my father's title and land, the death duties about wiped us out. We've been slowly selling off parcels of the land just to keep ahead of Inland Revenue." He reached over and drained what was left in his wife's wine glass. "Oops," he added, as a tipsy afterthought. "Perhaps Katy didn't mean for you to know that."

"No worries," Niles assured him. "We're just glad we were able to spend this time with you two." Niles exchanged a furtive glance with C.C., and he couldn't help but notice the self-satisfied look on her face. This was a tale worthy of O. Henry, he thought to himself.

Katharine returned to the table, and Niles paid the check with a flourish. C.C. noticed with satisfaction that their guests' eyes widened when they spied the Platinum card.

They all piled back into the limo, expressed their pleasure at the evening's activities, and said their goodbyes. The driver left Katharine and Johnny off at the San Carlos Hotel, where the couple was staying.

The limo slowly pulled onto 50th street, where the traffic was barely moving.

"Must be an accident up ahead, sorry for the delay, sir," the driver said over his shoulder.

"Well, we might as well make the wait as pleasant as possible," Niles said, secretly feeling relieved that the most difficult part of the night was over, as he leaned forward and plucked two champagne flutes from their holders. He handed them to C.C. She noticed for the first time that the driver had replenished their beverage service while they'd been dining, and Niles popped open a chilled bottle of Cristal.

"Thank you for a lovely evening, Miss Babcock," he said, reverting to his more formal form of address as he clinked her glass.

"It was surprisingly….not bad," C.C. smiled, returning the toast. She sipped her champagne thoughtfully and stared into her glass, watching the bubbles rise.

"If I may be so bold," Niles said, with a sidelong glance at her, "You were surprisingly…not bad yourself tonight. Not that I don't sincerely appreciate what you did for me tonight, but I can't help but wonder – why?"

C.C. swirled the champagne around in her flute a bit and seemed fascinated by the amber liquid.

"Certainly just the prospect of having me perform some humiliating task in the future wasn't worth all this?" Niles asked softly, turning towards her. He tried not to stare at her exquisite profile, and the way her dress delicately embraced her cleavage. She looked breathtaking, and he had spent a large portion of the evening trying to quell his hopes that perhaps Miss Babcock actually felt something for him. That she was participating in this charade because…she liked him. Maybe just a little bit.

C.C. drained her glass and held it out for a refill. She settled back into the seat and stretched her endless legs out in front of her. She seemed to be mentally wrestling with something. She sighed and then spoke.

"All right, Hazel," she began slowly, sighing yet again, "I'm going to tell you something that I've never told anyone else. Something I've tried to forget over the years."

Niles sat silently, waiting for her to continue.

"When I was away at boarding school…I must've been about 12 at the time…I just didn't seem to fit in. I couldn't make friends. I don't know why…"

I could list some possibilities, Niles thought, but he bit his tongue.

"I just felt so alone and invisible," C.C. continued, looking down at the toes of her Maud Frizons. "So…" she squirmed slightly in her seat, looked out the opposite window and back again and said in a rush, "IstartedarumorthatGraceKellywasmymother."

"Excuse me?"

"I said," C.C. said impatiently, "I started a rumor that Princess Grace was my mother, and that one of the Cs in my name stood for 'Caroline.'"

Niles snorted with laughter, then, seeing C.C.'s face, quickly apologized.

"I'm sorry to laugh, Miss Babcock," he said, refilling her glass. "But do you mean to tell me your classmates actually believed you?"

"It's not so far-fetched," C.C. explained. "Hell, we were all kids, some of those girls still thought you could get pregnant by sharing a bar of soap. I had the whole thing figured out, see; Mummy had sent me away to the U.S. for schooling because of the political climate in Monaco. Back in those days – "

"Before the Earth's crust had cooled?" Niles murmured, draining his glass quickly.

C.C. elbowed him sharply in the ribs and continued. "In those days, you know, there wasn't the Internet, or even cable TV. People didn't keep up with world events like they do now. And Princess Caroline was pretty much shielded from the press until she was much older… There weren't a lot of photos of the Grimaldi children publicized at the time, you know, fear of kidnapping, that sort of thing…"

"You were 12 and done this type of extensive research on the royal family of Monaco?"

"Well," C.C. admitted, "Daddy actually had been to the Palais du Prince several times, something to do with his business… And he'd met Rainier and Grace, and used to get Christmas cards and things from them… So I knew a bit about the family. And…" she paused and closed her eyes momentarily.

"No wonder you were able to come up with all those prevarications on the spot tonight. You have a lifetime of practice. Do go on," Niles prompted her.

"I actually went to the trouble of duplicating the letterhead from those notes Daddy received, and I'd write notes to myself from my mom, the Princess. And I'd show them to the girls at school."

Niles shook his head in disbelief. "And you never considered a career in espionage?"

"It was stupid, I know," C.C. mumbled sheepishly. "But it worked. For a few months, I was the center of attention. The girls fell over themselves inviting me to parties and such."

"And then…?"

"And then Miss Crawford," C.C. uttered the name with a sneer, "caught me at home one week-end writing a letter from Princess Grace to myself."

"Miss Crawford?"

"My mother's personal secretary and resident busybody. She was forever spying on Daddy, and us kids, and reporting back to Mother. Anyway, she saw what I was doing, told Mother, and I had to confess. And then Mother called the school, and I had to confess everything in front of the student body at assembly. I'd never been so humiliated."

The limousine turned down the street of the Sheffield residence, and Niles divided the remainder of the champagne between their two glasses.

"I know it sounds stupid now," C.C. continued, "but when you're 12 years old you actually believe that you can die from embarrassment. I remember wishing that I had at the time…"

Niles wordlessly pulled her wrap around her shoulders as the driver opened their car door.

"Anyway, I guess when you first asked me to go with you tonight, I remembered that incident, and how I'd wished at the time that Mother would've just gone along with my fib for a while…until I'd made some friends…"

They paused on the front porch while Niles opened the door with his key. C.C. looked so vulnerable at that moment, Niles had to physically restrain himself from gathering her into his arms to comfort him.

They stepped into the house, and Niles turned on a table lamp in the living room.

"Well," C.C. drawled, looking somewhat uncertain, "I guess I should be going now…"

"Would you like a brandy? Or a cappuccino?" Niles offered. "Um, just to give the traffic a chance to clear up. You don't want to sit in a cab for another 30 minutes, do you?"

C.C. hesitated for a moment, then said "Sure, a brandy would be fine. I'm sure you have access to Maxwell's finest."

Niles chuckled as he browsed through the wet bar. C.C. situated herself on a sofa and kicked off her shoes. Niles handed her a snifter and then walked over to the stereo. He turned on the radio, which was set to some jazz station. He settled down on a chair across from C.C.

"I must admit," C.C. said with a small grin, "I did have fun tonight, Butler Boy. I haven't been out dancing in years."

"Why not?"

C.C. shrugged. It hurt to admit the truth. "No one asks me, I guess." She sipped her brandy. "A lot of men don't even know how to dance anymore these days. I mean, I only know so many ballroom steps because I had years of lessons…preparation for my cotillion, you know…" Her voice trailed off.

Fortified by champagne and brandy, Niles felt bold, and he stood up and took the few steps over to the couch. He held out a hand to C.C. and said, "May I have this dance?"

C.C. looked up at him with a chuckle, and then asked, "Seriously?"

"Sure," Niles replied, grabbing her hand and pulling her up. "The night is young," he added in an exaggerated Errol Flynn-type manner.

C.C. giggled despite herself, and allowed Niles to pull her close. Her shoes were still over by the sofa, so her face was even with his shoulder.

"I can't believe I'm doing this," she murmured. She closed her eyes and inhaled his fragrance, a mix of Paco Rabanne and…something else. Perspiration? Pheromones? Whatever it was, she had never inhaled anything so manly, so masculine before in her life. She tightened her grip on him to keep from swooning as they lightly stepped across the room in a modified fox trot.

Niles, meanwhile, had his nose buried in C.C.'s hair, and had to restrain himself from gently kissing her forehead. "Mmmm," he murmured, "you're pretty light on your hooves, er, feet."

C.C. mockingly pretended to raise her knee towards him, and Niles pulled back and held his hands out in surrender. The song changed to a soft ballad. They swayed softly to the music for a few minutes, then C.C. pulled back slightly and looked into Niles' face.

"You know," she began, "You're an intelligent, educated man." Niles started to say something, and she cut him off. "And if you ever tell _anyone_ I said that, I'll deny it and then gouge out your eyes."

Niles made a lips-are-sealed gesture, and C.C. continued.

"You have an Oxford education. You can be anything you want, basically. If you're so embarrassed about working as a butler, why do you still do it? The children are almost all grown, there's nothing keeping you here…"

Niles stopped dancing but kept his arms around C.C. He looked at her intently and gave every indication that he was struggling with something big. He slowly reached his right hand towards her and cupped her chin lightly, tilting her face upwards slightly.

"Actually," he said huskily, "Now that you mention it, there _is_ something keeping me here."

C.C. trembled slightly as she gazed into his azure eyes. She, who was usually so fearless, was almost afraid to hear what he was going to say next.

"C.C. Babcock," Niles continued, "I stay here because I cannot bear the thought of a day without seeing you. I'm risking my job, nay, my very manhood by saying this, but…." He stopped and gulped. "I love you. I've loved you for as long as I can remember."

"You lo—you …love me?" C.C. stammered, blinking away tears. "How can you?"

"You're the most beautiful, fiery, intelligent, spunky, sexy woman I've ever met."

"But you've always been so hateful towards me…and I to you," she protested weakly.

"Foreplay?" Niles asked, raising his eyebrows lasciviously.

C.C. smiled through her tears. "I don't know, this is so…so unbelievable. You're a butler. I'm a Babcock." _And I've been waiting to hear those words from you for years, but how can I admit it?_

"Is that really that important to you?" Niles asked, studying her face seriously.

C.C. looked from side to side, as if seeking support. "It's hard to explain…" she replied. "It _should_ be important, that's how I was raised. But…" she looked up into his eyes, "right now I can't honestly say that it matters."

Niles leaned forward, and C.C. reached up to meet his lips. _So much softer and warmer than she'd ever imagined_, she thought to herself. They both pulled back, just a little breathless.

"This better not be some sort of colossal joke," C.C. told him, "because I'm about to say something I've never said to another human being." She paused and looked at him, a hint of tears still in her eyes. "I love you, you big Dustbuster. There, I said it. If you laugh, so help me, I'll – "

She was cut off by Niles' mouth descending upon hers. She was caught by surprise at first, then returned his kiss eagerly. She grasped the back of his head with her hands, entwining her fingers in his hair, as he moved his hands along the curve of her back, pulling her even closer. "I – I should be going now, I guess…" C.C. said breathlessly, looking into Niles' eyes.

Niles returned her gaze soulfully, silently. They stood there for a minute, for an eternity. He then took her hand and led her wordlessly up the staircase.

It was after 2AM when Fran returned home. She tread quietly into the living room, not knowing what she would find. "Hmm," she thought. "I expected Niles to be home by now. But the drink glasses are still out, unwashed…" She flicked on a table lamp. She noticed a pair of high-heeled pumps by the sofa. "What the….?"

She headed up the stairs filled with confusion and curiosity….

**THE END…………..for now**


End file.
